Exhibit 4.2


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY
(AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


	
  CUSIP No.:

  	
  37248JBQ4

  	
   

  	
  Principal Amount: U.S.
  $2,585,000.00

  
	
  ISIN No.:

  	
  US37248JBQ40

  	
   

  	
   

  



 


GENWORTH
GLOBAL FUNDING TRUST 2008-34

GENWORTH DIRECTNOTESSM


 


	
  Original Issue Date: July 3, 2008

  	
   

  	
  Floating Rate Note: o Yes x No.  If yes,

  
	
  Issue Price: 100.00%

  	
   

  	
  Floating Rate
  Notes o

  
	
  Stated Maturity Date: July 15, 2013

  	
   

  	
  Floating
  Rate/Fixed Rate Notes o

  
	
  Settlement Date: July 3, 2008

  	
   

  	
  Fixed
  Rate/Floating Rate Notes o

  
	
  Securities Exchange Listing: o Yes x No.  If yes, 

  	
   

  	
  Inverse Floating
  Rate Notes o

  
	
  indicate
  name(s) of Securities Exchange(s): 

  	
   

  	
  Interest Rate
  Basis(es):

  
	
   

  	
   

  	
   

  	
   

  	
  LIBOR o

  
	
  Depositary: The Depository Trust Company

  	
   

  	
  o LIBOR Reuters:

  
	
  Authorized Denominations: $1,000 and any integral 

  	
   

  	
  LIBOR Currency:

  
	
  multiple of $1,000 in excess thereof

  	
   

  	
  CMT Rate o

  
	
  Collateral held in
  the Trust: Genworth Life and

  	
   

  	
  CD Rate o

  
	
  Annuity
  Insurance Company Funding Agreement 

  	
   

  	
  Commercial Paper
  Rate o

  
	
  No. GS-R6050,
  all proceeds of the Funding Agreement and all

  	
   

  	
  Prime Rate o

  
	
  amounts and
  instruments on deposit from time to time in the related

  	
   

  	
  Treasury Rate o

  
	
  collection
  account and all books and records pertaining to the foregoing.

  	
   

  	
  Index Maturity:

  
	
  Interest Rate or Formula:

  	
   

  	
  Spread and/or
  Spread Multiplier:

  
					



 

















 


	
  Fixed Rate Notes: x Yes o No.  If yes,

  	
   

  	
  Initial Interest
  Rate, if any:

  
	
  Interest Rate:
  5.35%

  	
   

  	
  Initial Interest
  Reset Date:

  
	
  Interest Payment
  Frequency: Semi-annual

  	
   

  	
  Interest Reset
  Dates:

  
	
  Interest Payment
  Dates: The 15th day of each

  	
   

  	
  Interest  Determination Date(s):

  
	
  January and July of each year, provided, however, that 

  	
   

  	
  Interest Payment
  Dates:

  
	
  the first Interest Payment Date shall be
  January 15,

  	
   

  	
  Maximum Interest
  Rate, if any:

  
	
  2009; provided,
  further, that the final Interest Payment 

  	
   

  	
  Minimum Interest
  Rate, if any:

  
	
  Date shall be the Stated Maturity Date.

  	
   

  	
  Fixed Rate
  Commencement Date, if any:

  
	
  Day Count
  Convention: As indicated on the reverse hereof.

  	
   

  	
  Floating Rate
  Commencement Date, if any:

  
	
  Additional/Other
  Terms: Not applicable

  	
   

  	
  Fixed Interest
  Rate, if any:

  
	
  Discount Notes: o Yes x No.  If yes,

  	
   

  	
  Day Count
  Convention:

  
	
  Total Amount of
  Discount:

  	
   

  	
  Additional/Other
  Terms:

  
	
  Initial Accrual
  Period of Discount:

  	
   

  	
  Regular Record
  Date(s): 15 calendar days prior to the 

  
	
  Interest Payment
  Dates:

  	
   

  	
  Interest Payment
  Date

  
	
  Additional/Other
  Terms:

  	
   

  	
  Sinking Fund:
  Not applicable

  
	
  Redemption Provisions: o Yes x No.  If yes,

  	
   

  	
  Calculation
  Agent, if any: Not applicable

  
	
  Initial
  Redemption Date:

  	
   

  	
  Additional/Other
  Terms: Not applicable

  
	
  Initial
  Redemption Percentage:

  	
   

  	
  Survivor’s
  Option: x Yes o No.

  
	
  Annual
  Redemption Percentage Reduction, if any:

  	
   

  	
  If yes, the
  attached Survivor’s Option Rider 

  
	
  Additional/Other
  Terms:

  	
   

  	
  is incorporated
  into this Note.

  
	
  Repayment Provisions: o Yes x No.  If yes,

  	
   

  	
  Trust Put
  Limitation: x 1%; or $

  
	
  Repayment Date(s):

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
   

  
	
  Additional/Other
  Terms:

  	
   

  	
   

  



 


The Genworth Global Funding Trust designated above
(the “Trust”), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the Principal Amount specified above on the Stated
Maturity Date specified above and, if so specified above, to pay interest
thereon from the Original Issue Date specified above or from the most recent
Interest Payment Date specified above to which interest has been paid or duly
provided for at the rate per annum determined in accordance with the provisions
on the reverse hereof and as specified above, until the principal hereof is
paid or made available for payment. 
Payments of principal, premium, if any, and interest hereon will be made
in the lawful currency of the United States of America (“U.S. Dollars” or “United
States Dollars”).  The “Principal Amount”
of this Note at any time means (1) if this Note is a Discount Note (as
hereinafter defined), the Amortized Face Amount (as hereinafter defined) at
such time and (2) in all other cases, the Principal Amount hereof.  Capitalized terms not otherwise defined
herein shall have their meanings set forth in the Indenture, dated as of the
Original Issue Date (the “Indenture”), between The Bank of New York Mellon
Trust Company, N.A., as the indenture trustee (the “Indenture Trustee”), and
the Trust, or on the face hereof.


 


2

















 


This Note will mature on the Stated Maturity Date, unless its principal
(or any installment of its principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of
acceleration of maturity, notice of redemption by the Trust or otherwise (the
Stated Maturity Date or any date prior to the Stated Maturity Date on which
this Note becomes due and payable, as the case may be, is referred to as the “Maturity
Date”).


 


A “Discount Note” is any Note that has an Issue Price that is less than
100% of the Principal Amount thereof by more than a percentage equal to the
product of 0.25% and the number of full years to the Stated Maturity Date.


 


Unless otherwise specified above, the interest payable
on each Interest Payment Date or the Maturity Date will be the amount of
interest accrued from and including the Original Issue Date or from and
including the last Interest Payment Date to which interest has been paid or
duly provided for, as the case may be, to, but excluding, such Interest Payment
Date or the Maturity Date, as the case may be.


 


Unless otherwise specified above, the interest payable on any Interest
Payment Date will be paid to the Person that was the Holder on the Regular
Record Date for such Interest Payment Date, which Regular Record Date shall be
the fifteenth (15th) calendar day, whether or not a Business Day,
immediately preceding the related Interest Payment Date; provided
that, notwithstanding any provision of the Indenture to the contrary, interest
payable on any Maturity Date shall be payable to the Person to whom principal
shall be payable; and provided, further,
that unless otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Original Issue
Date and ending on such Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date to the Holder on
such next succeeding Regular Record Date.


 


Payments of principal and premium, if any, and interest and other
amounts due and owing, if any, will be made through the Indenture Trustee to
the account of DTC or its nominee and will be made in accordance with
depositary arrangements with DTC.


 


Unless otherwise specified on the face hereof, the Holder hereof will
not be obligated to pay any administrative costs imposed by banks in making
payments in immediately available funds by the Trust.  Any tax assessment or governmental charge
imposed upon payments hereunder, including, without limitation, any withholding
tax, will be borne by the Holder hereof.


 


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF.  SUCH
FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
AT THIS PLACE.


 


Unless the certificate of authentication hereon shall have been
executed by the Indenture Trustee pursuant to the Indenture, this Note shall
not be entitled to any benefit under such Indenture or be valid or obligatory
for any purpose.


 


3

















 


IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed, by manual or facsimile signature.


 


 


	
   

  	
   

  	
  THE GENWORTH GLOBAL
  FUNDING TRUST

  
	
   

  	
   

  	
  SPECIFIED ON THE FACE
  OF THIS NOTE

  
	
   

  	
   

  	
   

  
	
  Dated: July 3,
  2008

  	
   

  	
  By: U.S. Bank National
  Association, not in its individual

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Patricia M. Child

  
	
   

  	
   

  	
   

  	
    Authorized
  Officer

  



 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Notes of the Genworth Global Funding Trust specified
on the face of this Note referred to in the within-mentioned Indenture.


 


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST

  COMPANY, N.A., as Indenture Trustee 

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: July 3,
  2008

  	
  By:

  	
    /s/ R.
  Tarnas

  
	
   

  	
   

  	
    Authorized
  Signatory

  



 


4

















 


[REVERSE
FORM OF NOTE]


 


Section 1.  General. 
This Note is one of a duly authorized issue of Notes of the Trust.  The Notes are issued pursuant to the
Indenture.


 


Section 2.  Currency.  This Note is denominated in, and
payments of principal, premium, if any, and/or interest, if any, will be made
in U.S. Dollars.


 


Section 3.  Determination of Interest Rate and Certain
Other Terms.


 


(a)                Fixed Rate Notes. If this Note is specified on the face
hereof as a “Fixed Rate Note”:


 


(i)          This
Note will bear interest at the rate per annum specified on the face
hereof.  Interest on this Note will be
computed on the basis of a 360-day year of twelve 30-day months.


 


(ii)         Unless
otherwise specified on the face hereof, the Interest Payment Dates for this
Note will be as follows:


 




	
  Interest Payment Frequency

  	
   

  	
  Interest Payment Dates

  
	
  Monthly

  	
   

  	
  Fifteenth day of each
  calendar month, beginning in the first calendar month following the month
  this Note was issued.

  
	
   

  	
   

  	
   

  
	
  Quarterly

  	
   

  	
  Fifteenth day of each
  March, June, September and December, beginning on the first such date
  following the date this Note was issued.

  
	
   

  	
   

  	
   

  
	
  Semi-annual

  	
   

  	
  Fifteenth day of the
  two months of each year specified on the face hereof, beginning on the first
  such date following the date this Note was issued.

  
	
   

  	
   

  	
   

  
	
  Annual

  	
   

  	
  Fifteenth day of the
  month of each year specified on the face hereof, beginning on the first such
  date following the date this Note was issued.

  






 


(iii)        Unless
otherwise specified on the face hereof, if any Interest Payment Date or the
Maturity Date of this Note falls on a day that is not a Business Day, the Trust
will make the required payment of principal, premium, if any, and/or interest
or other amounts on the next succeeding Business Day, and no additional
interest will accrue in respect of the payment made on that next succeeding
Business Day.


 


(b)               Floating Rate Notes. If this Note is specified on the face
hereof as a “Floating Rate Note”:


 


5

















 


(i)          Interest
Rate Basis. As specified on the face hereof, interest on this Note will be
determined by reference to the applicable Interest Rate Basis or Interest Rate
Bases, which may, as described below, include the CD Rate, the CMT Rate, the
Commercial Paper Rate, LIBOR, the Prime Rate or the Treasury Rate (each as defined
below).


 


(ii)         Effective
Rate. The rate derived from the applicable Interest Rate Basis or Interest
Rate Bases will be determined in accordance with the related provisions below.
The interest rate in effect on each day will be based on: (1) if that day
is an Interest Reset Date, the rate determined as of the Interest Determination
Date immediately preceding that Interest Reset Date; or (2) if that day is
not an Interest Reset Date, the rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.


 


(iii)        Spread;
Spread Multiplier; Index Maturity. The “Spread” is the number of basis
points (one one-hundredth of a percentage point) specified on the face hereof
to be added to or subtracted from the related Interest Rate Basis or Interest
Rate Bases applicable to this Note. The “Spread Multiplier” is the percentage
specified on the face hereof of the related Interest Rate Basis or Interest
Rate Bases applicable to this Note by which the Interest Rate Basis or Interest
Rate Bases will be multiplied to determine the applicable interest rate. The “Index
Maturity” is the period to maturity of the instrument or obligation with
respect to which the related Interest Rate Basis or Interest Rate Bases will be
calculated.


 


(iv)        Floating
Rate Note. Unless this Note is specified on the face hereof as a Floating
Rate/Fixed Rate Note or a Fixed Rate/Floating Rate Note, this Note (a “Floating
Rate Note”) will bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases: (1) plus or minus
the applicable Spread, if any; and/or (2) multiplied by the applicable
Spread Multiplier, if any; provided, however, that interest on this Note will not be less than
zero.  Commencing on the first Interest
Reset Date, the rate at which interest on this Floating Rate Note is payable
will be reset as of each Interest Reset Date; provided,
however, that the interest rate in effect for the period, if any,
from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate.


 


(v)         Floating
Rate/Fixed Rate Notes.  If this Note
is specified on the face hereof as a “Floating Rate/Fixed Rate Note”, this Note
will bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Interest Rate Bases: (1) plus or minus the
applicable Spread, if any; and/or (2) multiplied by the applicable Spread
Multiplier, if any; provided, however, that interest on this Note will not be less than
zero.  Commencing on the first Interest
Reset Date, the rate at which this Floating Rate/Fixed Rate Note is payable
will be reset as of each Interest Reset Date; provided,
however, that: (A) the interest rate in effect for the period,
if any, from the Original Issue Date to the first Interest Reset Date will be
the Initial Interest Rate specified on the face hereof; and (B) the
interest rate in effect commencing on the Fixed Rate Commencement Date will be
the Fixed Interest Rate, if specified on the 


 


6

















 


face hereof, or, if not so specified, the interest
rate in effect on the day immediately preceding the Fixed Rate Commencement
Date.


 


(vi)        Fixed
Rate/Floating Rate Notes.  If this
Note is specified on the face hereof as a “Fixed Rate/Floating Rate Note”, this
Note will bear interest at the rate per annum specified on the face hereof as
the Fixed Interest Rate; provided, however,
that commencing on the Floating Rate Commencement Date, this Note will bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Interest Rate Bases: (1) plus or minus the applicable Spread, if
any; and/or (2) multiplied by the applicable Spread Multiplier, if any; provided, however, that
interest on this Note will not be less than zero.  Commencing on the first Interest Reset Date,
the rate at which this Fixed Rate/Floating Rate Note is payable will be reset
as of each Interest Reset Date.


 


(vii)       Interest
Reset Dates.  The period between
Interest Reset Dates will be the “Interest Period.” Unless otherwise specified
on the face hereof, the Interest Reset Dates will be, in the case of this
Floating Rate Note  if by its terms it
resets: (1) daily—each business day; (2) weekly—the Wednesday of each
week, with the exception of any weekly reset Floating Rate Note as to which the
Treasury Rate is an applicable Interest Rate Basis, which will reset the
Tuesday of each week; (3) monthly—the fifteenth day of each calendar
month; (4) quarterly—the fifteenth day of March, June, September and December of
each year; (5) semi-annually—the fifteenth day of the two months of each
year specified on the face hereof; and (6) annually—the fifteenth day of
the month of each year specified on the face hereof; provided,
however, that, with respect to a Floating Rate/Fixed Rate Note, the
rate of interest thereon will not reset after the particular Fixed Rate
Commencement Date.  If any Interest Reset
Date for this Floating Rate Note would otherwise be a day that is not a Business
Day, the particular Interest Reset Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and that Business Day falls in
the next succeeding calendar month, the particular Interest Reset Date will be
the immediately preceding Business Day.


 


(viii)      Interest
Determination Dates. Unless otherwise
specified on the face hereof, the interest rate applicable to a Floating Rate
Note for an Interest Period commencing on the related Interest Reset Date will
be determined by reference to the applicable Interest Rate Basis as of the
particular “Interest Determination Date”, which will be: (1) with respect
to the Commercial Paper Rate and the Prime Rate—the Business Day immediately
preceding the related Interest Reset Date; (2) with respect to the CD Rate
and the CMT Rate—the second Business Day preceding the related Interest Reset
Date; (3) with respect to LIBOR—the second London Banking Day (as defined
below) preceding the related Interest Reset Date; and (4) with respect to
the Treasury Rate—the day of the week in which the related Interest Reset Date
falls on which day Treasury Bills (as defined below) are normally auctioned
(i.e., Treasury Bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, except that the auction may be held on the preceding
Friday); 


 


7

















 


provided, however, that if an auction is held on the Friday of the week
preceding the related Interest Reset Date, the Interest Determination Date will
be the preceding Friday.  Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to a Floating Rate Note, the interest rate of which is determined
with reference to two or more Interest Rate Bases, will be the latest Business
Day which is at least two Business Days before the related Interest Reset Date
for the applicable Floating Rate Note on which each Interest Reset Basis is
determinable. “London Banking Day” means a day on which commercial banks are
open for business (including dealings in the LIBOR Currency as hereinafter
defined) in London.


 


(ix)         Calculation
Dates.  The
interest rate applicable to each Interest Period will be determined by the
Calculation Agent on or prior to the Calculation Date (as defined below),
except with respect to LIBOR, which will be determined on the particular
Interest Determination Date. Upon request of the Holder of a Floating Rate
Note, the Calculation Agent will disclose the interest rate then in effect and,
if determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date with respect to
such Floating Rate Note. The “Calculation Date”, if applicable, pertaining to
any Interest Determination Date will be the earlier of: (1) the tenth
calendar day after the particular Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day; or (2) the
Business Day immediately preceding the applicable Interest Payment Date or the
Maturity Date, as the case may be.


 


(x)          Maximum
or Minimum Interest Rate. If specified on the face hereof, this Note may
have either or both of a Maximum Interest Rate or a Minimum Interest Rate.  If a Maximum Interest Rate is so designated,
the interest rate for a Floating Rate Note cannot ever exceed such Maximum
Interest Rate and in the event that the interest rate on any Interest Reset
Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate
were in effect) then the interest rate on such Interest Reset Date shall be the
Maximum Interest Rate.  If a Minimum
Interest Rate is so designated, the interest rate for a Floating Rate Note
cannot ever be less than such Minimum Interest Rate and in the event that the
interest rate on any Interest Reset Date would be less than such Minimum
Interest Rate (as if no Minimum Interest Rate were in effect) then the interest
rate on such Interest Reset Date shall be the Minimum Interest Rate.  Notwithstanding anything to the contrary
contained herein, the interest rate on a Floating Rate Note shall not exceed
the maximum interest rate permitted by applicable law.


 


(xi)         Interest
Payments.  Unless otherwise specified on the
face hereof, the Interest Payment Dates will be, in the case of a Floating Rate
Note which resets: (1) daily, weekly or monthly—the fifteenth day of each
calendar month; (2) quarterly—the fifteenth day of March, June, September and
December of each year; (3) semi-annually—the fifteenth day of the two
months of each year specified on the face hereof; and (4) annually—the
fifteenth day of the month of each year as specified on the face hereof.  In addition, the Maturity Date will also be
an Interest Payment Date.  If any
Interest Payment Date other than the Maturity Date for this Floating Rate Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
will 


 


8

















 


be postponed to the next succeeding Business Day,
except that in the case of a Floating Rate Note as to which LIBOR is an
applicable Interest Rate Basis and that Business Day falls in the next
succeeding calendar month, the particular Interest Payment Date will be the
immediately preceding Business Day. If the Maturity Date of a Floating Rate
Note falls on a day that is not a Business Day, the Trust will make the
required payment of principal, premium, if any, and interest, if any, or other
amounts on the next succeeding Business Day, and no additional interest will
accrue in respect of the payment made on that next succeeding Business Day.


 


(xii)        Rounding.
Unless otherwise specified on the face hereof, all percentages resulting from
any calculation on this Floating Rate Note will be rounded to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards. All dollar amounts used in or resulting from
any calculation on this Floating Rate Note will be rounded to the nearest cent.


 


(xiii)       Interest
Factor. With respect to this Floating Rate Note, accrued interest is
calculated by multiplying the principal amount of such Note by an accrued
interest factor. The accrued interest factor is computed by adding the interest
factor calculated for each day in the particular Interest Period. Unless
otherwise specified on the face hereof, the interest factor for each day will
be computed by dividing the interest rate applicable to such day by 360, in the
case of a Floating Rate Note as to which the CD Rate, the Commercial Paper
Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis, or by the
actual number of days in the year, in the case of a Floating Rate Note as to
which the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis.
The interest factor for a Floating Rate Note as to which the interest rate is
calculated with reference to two or more Interest Rate Bases will be calculated
in each period in the same manner as if only the applicable Interest Rate Basis
specified above applied.


 


(xiv)      Determination
of Interest Rate Basis. The Calculation Agent shall determine the rate
derived from each Interest Rate Basis in accordance with the following
provisions:


 


(A)  CD Rate Notes.  If the Interest Rate Basis is the CD Rate,
this Note shall be deemed a “CD Rate Note.” 
Unless otherwise specified on the face hereof, “CD Rate” means: (1) the
rate on the particular Interest Determination Date for negotiable United States
Dollar certificates of deposit having the Index Maturity specified on the face
hereof as published in H.15(519) (as defined below) under the caption “CDs
(secondary market)”; or (2) if the rate referred to in clause (1) is
not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular Interest Determination Date for
negotiable United States Dollar certificates of deposit of the particular Index
Maturity as published in H.15 Daily Update (as defined below), or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “CDs (secondary market)”; or (3) if the rate
referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as 


 


9

















 


the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., New York City time, on that Interest Determination
Date, of three leading non-bank dealers in negotiable United States Dollar
certificates of deposit in New York City (which may include the purchasing
agent or its affiliates) selected by the Calculation Agent for negotiable
United States Dollar certificates of deposit of major United States money
market banks for negotiable United States certificates of deposit with a
remaining maturity closest to the particular Index Maturity in an amount that
is representative for a single transaction in that market at that time; or (4) if
the dealers so selected by the Calculation Agent are not quoting as mentioned
in clause (3), the CD Rate in effect on the particular Interest Determination
Date. “H.15(519)” means the weekly statistical
release designated as H.15(519), or any successor publication, published by the
Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the
daily update of H.15(519), available through the world-wide-web site of the
Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/H15/
update, or any successor site or publication.


 


(B)  CMT Rate Notes.  If the Interest Rate Basis is the CMT Rate,
this Note shall be deemed a “CMT Rate Note.” 
Unless otherwise specified on the face hereof, “CMT Rate” means:


 


(1) if
CMT Moneyline Telerate Page 7051 is specified on the face hereof:


 


i.        the percentage equal to the yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified
on the face hereof as published in H.15(519) under the caption “Treasury
Constant Maturities”, as the yield is displayed on Moneyline Telerate (or any
successor service) on page 7051 (or any other page as may replace the
specified page on that service) (“Moneyline Telerate Page 7051”), for
the particular Interest Determination Date; or


 


ii.       if the rate referred to in clause (i) does not so
appear on Moneyline Telerate Page 7051, the percentage equal to the yield
for United States Treasury securities at “constant maturity” having the
particular Index Maturity and for the particular Interest Determination Date as
published in H.15(519) under the caption “Treasury Constant Maturities”; or


 


iii.      if the rate referred to in clause (ii) does not
so appear in H.15(519), the rate on the particular Interest Determination Date
for the period of the particular Index Maturity as may then be published by
either the Federal Reserve System Board of Governors or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate which would otherwise have been published in H.15(519);
or


 


10
















 


iv.                if the rate referred to in clause (iii) is
not so published, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately 3:30 P.M.,
New York City time, on that Interest Determination Date of three leading
primary United States government securities dealers in New York City (which may
include the purchasing agent or its affiliates) (each, a “Reference Dealer”)
selected by the Calculation Agent from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation, or, in the event of
equality, one of the highest, and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities with an
original maturity equal to the particular Index Maturity, a remaining term to
maturity no more than one year shorter than that Index Maturity and in a
principal amount that is representative for a single transaction in the
securities in that market at that time; or


 


v.                   if fewer than five but more than two of
the prices referred to in clause (iv) are provided as requested, the rate
on the particular Interest Determination Date calculated by the Calculation
Agent based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of the quotations shall be eliminated; or


 


vi.                if fewer than three prices referred to in
clause (iv) are provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation or, in the event of equality, one of the highest and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to that Index
Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time; or


 


vii.             if fewer than five but more than two
prices referred to in clause (vi) are provided as requested, the rate on
the particular Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated; or


 


11

















 


viii.          if
fewer than three prices referred to in clause (vi) are provided as
requested, the CMT Rate in effect on the particular Interest Determination
Date; or


 


(2) if
CMT Moneyline Telerate Page 7052 is specified on the face hereof:


 


i.                       the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified
on the face hereof as published in H.15(519) opposite the caption “Treasury
Constant Maturities”, as the yield is displayed on Moneyline Telerate (or any
successor service) (on page 7052 or any other page as may replace the
specified page on that service) (“Moneyline Telerate Page 7052”), for
the week or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the particular Interest Determination Date
falls; or


 


ii.                    if the rate referred to in clause (i) does
not so appear on Moneyline Telerate Page 7052, the percentage equal to the
one-week or one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant maturity” having the particular
Index Maturity and for the week or month, as applicable, preceding the
particular Interest Determination Date as published in H.15(519) opposite the
caption “Treasury Constant Maturities”; or


 


iii.                 if the rate referred to in clause (ii) does
not so appear in H.15(519), the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at “constant
maturity” having the particular Index Maturity as otherwise announced by the
Federal Reserve Bank of New York for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which the particular
Interest Determination Date falls; or


 


iv.                if the rate referred to in clause (iii) is
not so published, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately 3:30 P.M.,
New York City time, on that Interest Determination Date of three Reference
Dealers selected by the Calculation Agent from five Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation, or, in the
event of equality, one of the highest, and the lowest quotation or, in the
event of equality, one of the lowest, for United States Treasury securities
with an original maturity equal to the particular Index Maturity, a 


 


12

















 


remaining term to
maturity no more than one year shorter than that Index Maturity and in a
principal amount that is representative for a single transaction in the
securities in that market at that time; or


 


v.                   if fewer than five but more than two of
the prices referred to in clause (iv) are provided as requested, the rate
on the particular Interest Determination Date calculated by the Calculation
Agent based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of the quotations shall be eliminated; or


 


vi.                if fewer than three prices referred to in
clause (iv) are provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on that Interest Determination Date of
three Reference Dealers selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
or, in the event of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States Treasury
securities with an original maturity greater than the particular Index
Maturity, a remaining term to maturity closest to that Index Maturity and in a
principal amount that is representative for a single transaction in the
securities in that market at the time; or


 


vii.             if fewer than five but more than two
prices referred to in clause (vi) are provided as requested, the rate on the
particular Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated; or


 


viii.          if
fewer than three prices referred to in clause (vi) are provided as
requested, the CMT Rate in effect on that Interest Determination Date.


 


If two United States Treasury securities with an
original maturity greater than the Index Maturity specified on the face hereof
have remaining terms to maturity equally close to the particular Index
Maturity, the quotes for the United States Treasury security with the shorter
original remaining term to maturity will be used.


 


(C)  Commercial Paper Rate Notes.  If the Interest Rate Basis is the Commercial
Paper Rate, this Note shall be deemed a “Commercial Paper Rate Note.”  Unless otherwise specified on the face
hereof, “Commercial Paper Rate” means:  (1) the



 


13

















 


Money Market Yield (as defined below) on the
particular Interest Determination Date of the rate for commercial paper having
the Index Maturity specified on the face hereof as published in H.15(519) under
the caption “Commercial Paper—Nonfinancial”; or (2) if the rate referred
to in clause (1) is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the Money Market Yield of the rate on
the particular Interest Determination Date for commercial paper having the
particular Index Maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Commercial Paper—Nonfinancial”; or (3) if the
rate referred to in clause (2) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the Money
Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.,
New York City time, on that Interest Determination Date of three leading
dealers of United States Dollar commercial paper in New York City (which may
include the purchasing agent or its affiliates) selected by the Calculation
Agent for commercial paper having the particular Index Maturity placed for
industrial issuers whose bond rating is “Aa”, or the equivalent, from a
nationally recognized statistical rating organization; or (4) if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
clause (3), the Commercial Paper Rate in effect on the particular Interest
Determination Date. “Money Market Yield” means a yield (expressed as a
percentage) calculated in accordance with the following formula:


 


	
  Money Market
  Yield =

  	
   

  	
  D x 360

  	
   

  	
  x 100

  
	
   

  	
   

  	
  360    (D
  x M)

  	
   

  	
   

  



 


where “D” refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed as a decimal,
and “M” refers to the actual number of days in the applicable Interest Period.


 


(D)  LIBOR Notes.  If the Interest Rate Basis is LIBOR, this
Note shall be deemed a “LIBOR Note.” 
Unless otherwise specified on the face hereof, “LIBOR” means: (1) if
“LIBOR Moneyline Telerate” is specified on the face hereof or if neither “LIBOR
Reuters” nor “LIBOR Moneyline Telerate” is specified on the face hereof as the
method for calculating LIBOR, the rate for deposits in the LIBOR Currency
having the Index Maturity specified on the face hereof, commencing on the
related Interest Reset Date, that appears on the LIBOR Page (as defined
below) as of 11:00 A.M., London time, on the particular Interest
Determination Date; or (2) if “LIBOR Reuters” is specified on the face
hereof, the arithmetic mean of the offered rates, calculated by the Calculation
Agent, or the offered rate, if the LIBOR Page by its terms provides only
for a single rate, for deposits in the LIBOR Currency having the particular
Index Maturity, commencing on the related Interest Reset Date, that appear or
appears, as the case may be, on the LIBOR Page as of 11:00 A.M.,
London time, on the particular Interest Determination Date; or (3) if
fewer than two offered rates appear, or no rate appears, as the case may be, on
the particular Interest 


 


14

















 


Determination Date on the LIBOR Page as specified
in clause (1) or (2), as applicable, the rate calculated by the
Calculation Agent of at least two offered quotations obtained by the
Calculation Agent after requesting the principal London offices of each of four
major reference banks (which may include affiliates of the purchasing agent) in
the London interbank market to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period of the particular
Index Maturity, commencing on the related Interest Reset Date, to prime banks
in the London interbank market at approximately 11:00 A.M., London time,
on that Interest Determination Date and in a principal amount that is
representative for a single transaction in the LIBOR Currency in that market at
that time; or (4) if fewer than two offered quotations referred to in
clause (3) are provided as requested, the rate calculated by the
Calculation Agent as the arithmetic mean of the rates quoted at approximately
11:00 A.M., in the applicable Principal Financial Center, on the particular
Interest Determination Date by three major banks (which may include affiliates
of the purchasing agent) in that Principal Financial Center selected by the
Calculation Agent for loans in the LIBOR Currency to leading European banks,
having the particular Index Maturity and in a principal amount that is
representative for a single transaction in the LIBOR Currency in that market at
that time; or (5) if the banks so selected by the Calculation Agent are
not quoting as mentioned in clause (4), LIBOR in effect on the particular
Interest Determination Date. “LIBOR Currency” means the currency specified on
the face hereof as to which LIBOR shall be calculated or, if no currency is
specified on the face hereof, United States Dollars. “LIBOR Page” means either:
(1) if “LIBOR Reuters” is specified on the face hereof, the display on the
Reuter Monitor Money Rates Service (or any successor service) on the page specified
on the face hereof (or any other page as may replace that page on
that service) for the purpose of displaying the London interbank rates of major
banks for the LIBOR Currency; or (2) if “LIBOR Moneyline Telerate” is
specified on the face hereof or neither “LIBOR Reuters” nor “LIBOR Moneyline
Telerate” is specified on the face hereof as the method for calculating LIBOR,
the display on Moneyline Telerate (or any successor service) on the page specified
on the face hereof (or any other page as may replace such page on
such service) for the purpose of displaying the London interbank rates of major
banks for the LIBOR Currency.


 


(E)  Prime Rate Notes.  If the Interest Rate Basis is the Prime Rate,
this Note shall be deemed a “Prime Rate Note.” 
Unless otherwise specified on the face hereof, “Prime Rate” means:  (1) the rate on the particular Interest
Determination Date as published in H.15(519) under the caption “Bank Prime Loan”;
or (2) if the rate referred to in clause (1) is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the rate
on the particular Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “Bank Prime Loan”; or (3) if
the rate referred to in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the rates of interest publicly announced by each bank that 


 


15

















 


appears on the Reuters Screen US PRIME 1 Page (as
defined below) as the applicable bank’s prime rate or base lending rate as of
11:00 A.M., New York City time, on that Interest Determination Date; or (4) if
fewer than four rates referred to in clause (3) are so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the prime rates or base lending rates quoted on the basis of
the actual number of days in the year divided by a 360-day year as of the close
of business on that Interest Determination Date by three major banks (which may
include affiliates of the purchasing agent) in New York City selected by the
Calculation Agent; or (5) if the banks so selected by the Calculation
Agent are not quoting as mentioned in clause (4), the Prime Rate in effect on
the particular Interest Determination Date. “Reuters Screen US PRIME 1 Page”
means the display on the Reuter Monitor Money Rates Service (or any successor
service) on the “US PRIME 1” page (or any other page as may replace
that page on that service) for the purpose of displaying prime rates or
base lending rates of major United States banks.


 


(F)  Treasury Rate Notes.  If the Interest Rate Basis is the Treasury
Rate, this Note shall be deemed a “Treasury Rate Note.”  Unless otherwise specified on the face
hereof, “Treasury Rate” means: (1) the rate from the auction held on the
Interest Determination Date (the “Auction”) of direct obligations of the United
States (“Treasury Bills”) having the Index Maturity specified on the face
hereof under the caption “INVESTMENT RATE” on the display on Moneyline Telerate
(or any successor service) on page 56 (or any other page as may
replace that page on that service) (“Moneyline Telerate Page 56”) or page 57
(or any other page as may replace that page on that service) (“Moneyline
Telerate Page 57”); or (2) if the rate referred to in clause (1) is
not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for
the applicable Treasury Bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High”;
or (3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills as
announced by the United States Department of the Treasury; or (4) if the
rate referred to in clause (3) is not so announced by the United States
Department of the Treasury, or if the Auction is not held, the Bond Equivalent
Yield of the rate on the particular Interest Determination Date of the
applicable Treasury Bills as published in H.15(519) under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market”; or (5) if the rate
referred to in clause (4) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the particular Interest
Determination Date of the applicable Treasury Bills as published in H.15 Daily
Update, or another recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”; or (6) if the rate referred
to in clause (5) is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on the 


 


16

















 


particular Interest Determination Date calculated by
the Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York
City time, on that Interest Determination Date, of three primary United States
government securities dealers (which may include the purchasing agent or its
affiliates) selected by the Calculation Agent, for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified on the face
hereof; or (7) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (6), the Treasury Rate in effect on the particular
Interest Determination Date. “Bond Equivalent Yield” means a yield (expressed
as a percentage) calculated in accordance with the following formula:


 


	
  Bond Equivalent
  Yield =

  	
   

  	
  D x N

  	
   

  	
  x 100

  
	
   

  	
   

  	
  360 – (D x M)

  	
   

  	
   

  



 


where “D”
refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the
case may be, and “M” refers to the actual number of days in the applicable
Interest Period.


 


(c)                Discount Notes. 
If this Note is specified on the face hereof as a “Discount Note”:


 


(i)          Principal
and Interest. This Note will bear interest in the same manner as set forth
in Section 3(a) above, and payments of principal and interest shall
be made as set forth on the face hereof. 
Discount Notes may not bear any interest currently or may bear interest
at a rate that is below market rates at the time of issuance. The difference
between the Issue Price of a Discount Note and par is referred to as the “Discount”.


 


(ii)         Redemption;
Repayment; Acceleration. In the event a Discount Note is redeemed, repaid
or accelerated, the amount payable to the Holder of such Discount Note will be
equal to the sum of: (A) the Issue Price (increased by any accruals of
Discount); and (B) any unpaid interest accrued on such Discount Note to
the Maturity Date (“Amortized Face Amount”). 
Unless otherwise specified on the face hereof, for purposes of
determining the amount of Discount that has accrued as of any date on which a
redemption, repayment or acceleration of maturity occurs for a Discount Note, a
Discount will be accrued using a constant yield method. The constant yield will
be calculated using a 30-day month, 360-day year convention, a compounding
period that, except for the Initial Period (as defined below), corresponds to
the shortest period between Interest Payment Dates for the applicable Discount
Note (with ratable accruals within a compounding period), a coupon rate equal
to the initial coupon rate applicable to the applicable  Discount Note and an assumption that the
maturity of such  Discount Note will not
be accelerated. If the period from the date of issue to the first Interest
Payment Date for a Discount Note (the “Initial Period”) is shorter than the
compounding period for such Discount Note, a proportionate amount of the yield
for an entire compounding period will be accrued. If the Initial Period is
longer than the compounding period, then the period 


 


17

















 


will be divided into a regular compounding period and
a short period with the short period being treated as provided above.


 


Section 4.  Redemption.  If no redemption right is set forth on the
face hereof, this Note may not be redeemed prior to the Stated Maturity Date,
except as set forth in the Indenture or in Section 10 hereof.  In the case of a Note that is not a Discount
Note, if a redemption right is set forth on the face of this Note, the Trust
shall elect to redeem this Note on the Interest Payment Date after the Initial
Redemption Date set forth on the face hereof on which the Funding Agreement is
to be redeemed in whole or in part by Genworth Life and Annuity Insurance
Company (“GLAIC”) (each, a “Redemption Date”), in which case this Note must be
redeemed on such Redemption Date in whole or in part, as applicable, prior to
the Stated Maturity Date, in increments of $1,000 at the applicable Redemption
Price (as defined below), together with unpaid interest, if any,  accrued thereon to, but excluding,  the applicable Redemption Date.  “Redemption Price” shall mean the unpaid
Principal Amount of this Note to be redeemed. 
The unpaid Principal Amount of this Note to be redeemed shall be
determined by multiplying (1) the Outstanding principal amount of this
Note by (2) the quotient derived by dividing (A) the outstanding
principal amount of the Funding Agreement to be redeemed by GLAIC by (B) the
outstanding principal amount of the Funding Agreement.  Notice must be given not more than
seventy-five (75) nor less than forty-five (45) calendar days prior to the
proposed Redemption Date.  In the event
of redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.


 


Section 5.  Sinking Funds. 
Unless specified on the face hereof, this Note will not be subject to,
or entitled to the benefit of, any sinking fund.


 


Section 6.  Repayment. 
If no repayment right is set forth on the face hereof, this Note may not
be repaid at the option of the Holder hereof prior to the Stated Maturity
Date.  If a repayment right is granted on
the face of this Note, this Note may be subject to repayment at the option of
the Holder on any Interest Payment Date on and after the date, if any, indicated
on the face hereof (each, a “Repayment Date”). 
On any Repayment Date, unless otherwise specified on the face hereof,
this Note shall be repayable in whole or in part in increments of $1,000 at the
option of the Holder hereof at a repayment price equal to 100% of the Principal
Amount to be repaid, together with interest thereon, if any, payable to the
Repayment Date.  For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must
be received by the Indenture Trustee, with the form entitled “Option to Elect Repayment”,
below, duly completed not more than sixty (60) nor less than thirty (30) days
prior to a Repayment Date.  Exercise of
such repayment option by the Holder hereof shall be irrevocable.  In the event of a repayment of this Note in
part only, a new Note for the portion hereof not repaid shall be issued in the
name of the Holder hereof upon the surrender hereof.


 


Section 7.  Modifications and Waivers.  The Indenture contains provisions permitting the Trust
and the Indenture Trustee (1) at any time and from time to time without
notice to, or the consent of, the Holders of any Notes issued under the
Indenture to enter into one or more supplemental indentures for certain
enumerated purposes and (2) with the consent of the Holders of a majority
in aggregate principal amount of the Outstanding Notes affected thereby, to
enter into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the 


 


18

















 


rights
of Holders of Notes under the Indenture; provided, that,
with respect to certain enumerated provisions, no such supplemental indenture
shall be entered into without the consent of the Holder of each Note affected
thereby.  Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note or such other Notes.


 


Section 8.  Obligations Unconditional. 
No reference herein to the Indenture and no provisions of this Note or
of the Indenture shall impair the right of each Holder of any Note, which is
absolute and unconditional, to receive payment of the principal, and any
interest on, and premium, if any, on, such Note on the respective Stated
Maturity Date or redemption date thereof and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section 9.  Events of Default.  If an Event of Default with respect to this
Note shall occur and be continuing, the principal of, and all other amounts
payable on, the Notes may be declared due and payable, or may be automatically
accelerated, as the case may be, in the manner and with the effect provided in
the Indenture.  In the event that this
Note is a Discount Note, the amount of principal of this Note that becomes due
and payable upon such acceleration shall be equal to the amount calculated as
set forth in Section 3(c) hereof.


 


Section 10.  Withholding; No Additional Amounts; Tax
Event and Redemption.  All amounts due on this Note will be made
without any applicable withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any
governmental authority, unless such withholding or deduction is required by
law. The Trust will not pay any additional amounts to the Holder of this Note
in respect of such withholding or deduction, any such withholding or deduction
will not give rise to an event of default or any independent right or
obligation to redeem this Note and the Holder will be deemed for all purposes
to have received cash in an amount equal to the portion of such withholding or
deduction that is attributable to such Holder’s interest in this Note as
equitably determined by the Trust.


 


If (1) a Tax Event (defined below) as to the Funding Agreement
occurs and (2) GLAIC redeems the Funding Agreement in whole, the Trust
will redeem the Notes, subject to the terms and conditions of Section 2.04
of the Indenture, at a Redemption Price equal to the Outstanding principal
amount of the Notes together with unpaid interest accrued thereon to the
applicable redemption date.  “Tax Event”
means that GLAIC shall have received an opinion of independent legal counsel
stating in effect that as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the effective date of the
Funding Agreement, there is more than an insubstantial risk that (i) the
Trust is, or will be within ninety (90) days of the date thereof, subject to
U.S. federal income tax with respect to interest accrued or received on the
Funding Agreement or (ii) the Trust is, or will be within ninety (90) days
of the date thereof, subject to more than a de minimis amount of taxes, duties
or other governmental charges.


 


19

















 


Section 11.  Listing.  Unless
otherwise specified on the face hereof, this Note will not be listed on any
securities exchange.


 


Section 12.  Collateral. The Collateral for this Note includes
the Funding Agreement specified on the face hereof.


 


Section 13.  No Recourse  Against Certain Persons. 
No recourse shall be had for the payment of any principal, interest or
any other sums at any time owing under the terms of this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against the Nonrecourse
Parties, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance hereof and as part of the consideration for
issue hereof, expressly waived and released.


 


Section 14.  Miscellaneous.


 


(a)  This Note is issuable only as a registered Note without
coupons in denominations of $1,000 and any integral multiple in excess thereof
unless otherwise specified on the face of this Note.


 


(b)  Prior to due presentment for registration of transfer of this
Note, the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any
Agent and any other agent of the Trust or the Indenture Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note shall be overdue, and none of the Trust, the Indenture
Trustee, the Registrar, the Paying Agent, any Agent or any other agent of the
Trust or the Indenture Trustee shall be affected by notice to the contrary.


 


(c)  The Notes are being issued by means of a book-entry-only
system with no physical distribution of certificates to be made except as
provided in the Indenture.  The
book-entry system maintained by DTC will evidence ownership of the Notes, with
transfers of ownership effected on the records of DTC and its Participants
pursuant to rules and procedures established by DTC and its Participants.  The Trust and the Indenture Trustee will
recognize Cede & Co., as nominee of DTC, as the registered owner of
the Notes and as the Holder of the Notes for all purposes, including payment of
principal, premium (if any) and interest, notices and voting.  Transfer of principal, premium (if any) and
interest to participants of DTC will be the responsibility of DTC, and transfer
of principal, premium (if any) and interest to beneficial holders of the Notes
by Participants of DTC will be the responsibility of such Participants and
other nominees of such beneficial holders. 
So long as the book-entry system is in effect, the selection of any
Notes to be redeemed or repaid will be determined by DTC pursuant to rules and
procedures established by DTC and its Participants.  Neither the Trust nor the Indenture Trustee
will not be responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by DTC, its Participants
or persons acting through such Participants.


 


(d)  This Note or portion hereof may not be exchanged for
Definitive Notes, except in the limited circumstances provided for in the
Indenture.  The transfer or exchange of
Definitive 


 


20

















 


Notes shall be subject to the terms of the
Indenture.  No service charge will be
made for any registration of transfer or exchange, but the Trust may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


Section 15.  GOVERNING LAW. 
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW.


 


21
















 


OPTION
TO ELECT REPAYMENT


 


The undersigned hereby irrevocably request(s) and instruct(s) the
Trust to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the Principal Amount hereof together with interest to the repayment
date, to the undersigned, at:


 


	
   

  
	
   

  



 


(Please
print or typewrite name and address of the undersigned).


 


For this Note to be repaid, the Indenture Trustee (or the Paying Agent
on behalf of the Indenture Trustee) must receive at its Corporate Trust Office,
or at such other place or places of which the Trust shall from time to time
notify the Holder of this Note, not more than sixty (60) nor less than thirty
(30) days prior to a Repayment Date, if any, shown on the face of this Note,
this Note with this “Option to Elect Repayment” form duly completed.


 


If less than the entire Principal Amount of this Note is to be repaid, specify
the portion hereof (which shall be in increments of $1,000) which the Holder
elects to have repaid and specify the denomination or denominations (which
shall be
$             or an
integral multiple of $1,000 in excess of
$            ) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).


 


	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
   

  	
  NOTICE: The signature
  on this Option to Elect Repayment 

  
	
   

  	
   

  	
   

  	
  must correspond with
  the name as written upon the face of this Note in every particular, without
  alteration or enlargement or any change whatever.

  
	
   

  	
   

  	
   

  	
   

  
	
  Principal Amount to be
  repaid, if amount to be repaid is less than the Principal Amount of this Note
  (Principal Amount remaining must be an authorized denomination)

  	
   

  	
   

  	
  Fill in for
  registration of Notes if to be issued otherwise than to the registered
  Holder:

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
  $ 

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Please print name and

  address including zip code)

  
									



 


SOCIAL
SECURITY OR OTHER TAXPAYER ID NUMBER:


 


22

















 


SURVIVOR’S
OPTION RIDER


 


(a)  Unless this Note, on its face, has been declared due and
payable prior to the Maturity Date by reason of any Event of Default under the
Indenture, or has been previously redeemed or otherwise repaid, the authorized
Representative (as defined below) of a deceased Beneficial Owner (as defined
below) of this Note shall have the option to elect repayment by the Trust in
whole or in part prior to the Maturity Date following the death of the
Beneficial Owner (a “Survivor’s Option”). 
The Survivor’s Option may not be exercised unless this Note was held by
the Beneficial Owner or the estate of that Beneficial Owner for a period
beginning at least 6 months immediately prior to the death of such Beneficial
Owner. “Beneficial Owner” as used in this Survivor’s Option Rider means, with
respect to this Note, the person who has the right, immediately prior to such
person’s death, to receive the proceeds from the disposition of this Note, as
well as the right to receive payments on this Note.


 


(b)  Upon (1) the valid exercise of the Survivor’s Option and
the proper tender of this Note by or on behalf of a person that has authority
to act on behalf of the deceased Beneficial Owner of this Note under the laws
of the appropriate jurisdiction (including, without limitation, the personal
representative or executor of the deceased Beneficial Owner or the surviving
joint owner of the deceased Beneficial Owner) (the “Representative”) and (2) the
tender and acceptance of that portion of the Funding Agreement equal to the
amount of the portion of this Note to be repaid, the Trust shall repay this
Note (or portion thereof) at a price equal to 100% of the unpaid Principal
Amount of the deceased Beneficial Owner’s beneficial interest in this Note plus
accrued and unpaid interest to, but excluding, the date of such repayment.  However, the Trust shall not be obligated to
repay:


 


(i)  beneficial ownership interests in Notes
exceeding the greater of $1,000,000 or 1% (or such other amounts, as specified
in the Pricing Supplement) in aggregate principal amount for all notes then
outstanding under the Genworth DirectNotesSM program as of the end of the most recent
calendar year (the “Annual Put Limitation”);


 


(ii)  on behalf of an individual deceased
Beneficial Owner, any beneficial ownership interest in all notes issued under
the Genworth DirectNotesSM program that exceeds $250,000 (or such other
amounts, as specified in the Pricing Supplement) in any calendar year (the “Individual
Put Limitation”); or


 


(iii)  beneficial ownership interests in
Notes exceeding the amount specified on the face hereof and in the Pricing
Supplement (the “Trust Put Limitation”).


 


(c)  The Trust shall not make principal repayments pursuant to
exercise of the Survivor’s Option in amounts that are less than $1,000, and, in
the event that the limitations described in the preceding sentence would result
in the partial repayment of this Note, the Principal Amount remaining
Outstanding after repayment must be at least $1,000 (the minimum authorized
denomination of the Notes).


 


(d)  An otherwise valid election to exercise the Survivor’s Option
may not be withdrawn.


 


23

















 


(e)  Election to exercise the Survivor’s Option will be accepted
in the order that elections are received by the Indenture Trustee, except for
any Notes (or portion thereof) the acceptance of which would contravene (1) the
Annual Put Limitation, (2) the Individual Put Limitation or (3) the
Trust Put Limitation.  Any Note (or
portion thereof) accepted for repayment pursuant to exercise of the Survivor’s
Option shall be repaid on the first Interest Payment Date that occurs 20 or
more calendar days after the date of such acceptance.  If, as of the end of any calendar year, the
aggregate principal amount of all notes (or portions thereof) issued under the
Genworth DirectNotesSM program that have been tendered pursuant to
the valid exercise of the Survivor’s Option during such year has exceeded the
Annual Put Limitation, the Individual Put Limitation or the Trust Put
Limitation, for such year, any exercise(s) of the Survivor’s Option with
respect to Notes (or portions thereof) not accepted during such calendar year,
because such acceptance would have contravened any such limitation, shall be
deemed to be tendered on the first day of the following calendar year in the
order all such notes (or portions thereof) were originally tendered.  In the event that this Note (or any portion
hereof) tendered for repayment pursuant to valid exercise of the Survivor’s
Option is not accepted or is to be delayed, the Indenture Trustee shall deliver
a notice by first-class mail to the presenting direct Participant that states
the reason such Note (or portion thereof) has not been accepted for payment or
is to be delayed.


 


(f)  In order to obtain repayment through exercise of the Survivor’s
Option with respect to this Note (or portion hereof), the Representative must
provide the following items to the broker or other entity through which the
beneficial interest in this Note is held by the deceased Beneficial Owner: (1) a
written instruction to such broker or other entity to notify the Depositary of
the Representative’s desire to obtain repayment through the exercise of the
Survivor’s Option; (2) appropriate evidence satisfactory to the Indenture
Trustee that (i) the deceased was the Beneficial Owner of this Note at the time
of death and the interest in this Note was owned by the deceased Beneficial
Owner or his or her estate for a period beginning at least six months
immediately prior to the death of such Beneficial Owner, which evidence may be
in the form of a letter from the Representative, (ii) the death of such
Beneficial Owner has occurred, and the date of such death, and (iii) the
Representative has authority to act on behalf of the deceased Beneficial Owner;
(3) if the interest in this Note is held by a nominee of the deceased
Beneficial Owner, a certificate or letter satisfactory to the Indenture Trustee
from such nominee attesting to the deceased’s beneficial ownership of this
Note; (4) a written request for repayment signed by the Representative,
with the signature guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States; (5) if applicable, a properly executed assignment or
endorsement; (6) tax waivers and such other instruments or documents that
the Indenture Trustee reasonably requires in order to establish the validity of
the beneficial ownership of this Note and the claimant’s entitlement to
payment; and (7) any additional information the Indenture Trustee
reasonably requires to evidence satisfaction of any conditions to the exercise
of such Survivor’s Option or to document beneficial ownership or authority to
make the election and to cause the repayment of this Note.  Such broker or other entity shall then
deliver each of these items to the direct Participant of the Depositary, such
direct Participant being the entity that holds the beneficial interest in this
Note on behalf of the deceased Beneficial Owner, together with evidence
satisfactory to the Indenture Trustee from the broker or other entity stating
that it represents the deceased Beneficial Owner.  Such direct Participant shall then execute an
election form in the form attached hereto as Annex A and deliver such items to
the Indenture Trustee.  If the Indenture
Trustee determines that it has 


 


24

















 


received the requisite documentation and information
and all other conditions described herein are satisfied, the Indenture Trustee
shall make payment of the applicable amount to the direct Participant through
DTC. Such direct Participant shall be responsible for disbursing any payments
it receives from the Depositary pursuant to exercise of the Survivor’s Option
to the appropriate Representative.  All
questions, other than with respect to the right to limit the aggregate
Principal Amount of Notes as to which exercises of the Survivor’s Option shall
be accepted in any one calendar year, regarding the eligibility or validity of
any exercise of the Survivor’s Option will be determined by the Indenture
Trustee, in its sole discretion, which determination shall be final and binding
on all parties; provided, however,
that any such determination is subject to the right of GLAIC to require
reasonable evidence that the exercise of the Survivor’s Option satisfied all of
the terms and conditions described in this Note and any restrictions contained
in the relevant Funding Agreement.  The
Indenture Trustee shall have no liability to any Person, including, without
limitation, the Trust, GLAIC, any Holder of this Note, any Beneficial Owner or
the deceased Beneficial Owner’s Representative, arising out of any
determination made by it relating to the eligibility or validity of any
exercise of the Survivor’s Option, unless occasioned by the Indenture Trustee’s
gross negligence or willful misconduct.


 


(g)  The death of a person holding a beneficial interest in this
Note as a joint tenant or tenant by the entirety with another person, or as a
tenant in common with the deceased owner’s spouse, will be deemed the death of
the Beneficial Owner of this Note, and the entire Principal Amount of this Note
so held shall be subject to repayment by the Trust upon request in accordance
with the terms and provisions hereof. 
However, the death of a person holding a beneficial interest in this
Note as tenant in common with a person other than such deceased owner’s spouse
will be deemed the death of a Beneficial Owner only with respect to such
deceased person’s ownership interest in this Note.


 


(h)  The death of a person who was a lifetime beneficiary of a
trust holding a beneficial interest in this Note will be treated as the death
of the Beneficial Owner of this Note to the extent of that person’s interest in
the trust.  The death of a person who was
a tenant by the entirety or joint tenant in a tenancy which is the beneficiary
of a trust holding a beneficial interest in this Note will be treated as the
death of the Beneficial Owner of this Note. 
The death of an individual who was a tenant in common in a tenancy which
is the beneficiary of a trust holding a beneficial interest in this Note will
be treated as the death of the Beneficial Owner of this Note only with respect
to the deceased person’s beneficial interest in this Note, unless a husband and
wife are the tenants in common, in which case the death of either will be
treated as the death of the owner of this Note.


 


(i)  The death of a person who, during his or her lifetime, was
entitled to substantially all of the beneficial ownership interests in this
Note will be deemed the death of the Beneficial Owner of this Note for purposes
of the Survivor’s Option, regardless of whether that Beneficial Owner was the
registered holder of this Note, if such beneficial ownership interest can be
established to the satisfaction of the Indenture Trustee.  A beneficial ownership interest will be
deemed to exist in typical cases of nominee ownership, such as ownership under
the Uniform Transfers of Gifts to Minors Act, community property or other joint
ownership arrangements between a husband and wife and lifetime custodial and
trust arrangements.


 


25

















 


ANNEX A


 


REPAYMENT ELECTION FORM


 


Genworth Life and Annuity
Insurance Company


 


Genworth DirectNotesSM


 


CUSIP Number          


 


To:  [Name of Trust] (the “TRUST”)


 


The undersigned financial institution (the “FINANCIAL INSTITUTION”)
represents the following:


 


·                                          The Financial Institution has received a
request for repayment from the executor or other authorized representative (the
“AUTHORIZED REPRESENTATIVE”) of the deceased beneficial owner listed below (the
“DECEASED BENEFICIAL OWNER”) of Genworth DirectNotesSM (CUSIP No.                         )
(the “NOTES”).


 


·                                          At the time of his or her death, the
Deceased Beneficial Owner owned Notes in the principal amount listed below.


 


·                                          The Deceased Beneficial Owner or the
estate of the Deceased Beneficial Owner owned the Notes for a period beginning
at least six (6) months immediately prior to the request.


 


·                                          The Financial Institution currently holds
such notes as a direct or indirect participant in The Depository Trust Company
(the “DEPOSITARY”).


 


The Financial Institution agrees to the following
terms:


 


·                                          The Financial Institution shall follow
the instructions (the “INSTRUCTIONS”) accompanying this Repayment Election Form (this
“FORM”).


 


·                                          The Financial Institution shall deliver
to The Bank of New York Mellon Trust Company, N.A. (the “INDENTURE TRUSTEE”)
the originals of all records specified in the Instructions supporting the above
representations and all other related documents received from any relevant
broker or other entity, and shall retain photocopies thereof, and shall make
such photocopies available to U.S. Bank National Association (the “TRUSTEE”) or
the Trust for inspection and review within five business days of the Trustee’s
or the Trust’s request.


 


·                                          If the Financial Institution, the
Indenture Trustee, the Trustee or the Trust, in any such party’s reasonable
discretion, deems any of the records specified in the Instructions supporting
the above representations or any such other related documents unsatisfactory to
substantiate a claim for repayment, the Financial 


 


26

















 


Institution shall
not be obligated to submit this Form, and the Indenture Trustee, the Trustee or
Trust may deny repayment.  If the Financial
Institution cannot substantiate a claim for repayment, it shall notify the
Indenture Trustee immediately.


 


·                                          Repayment elections may not be withdrawn.


 


·                                          The Financial Institution agrees to
indemnify and hold harmless the Trustee, the Trust and the Indenture Trustee
against and from any and all claims, liabilities, costs, losses, expenses,
suits and damages resulting from the Financial Institution’s above
representations and request for repayment on behalf of the Authorized
Representative.


 


·                                          The Notes will be repaid on the first
interest payment date to occur at least 20 calendar days after the date of
acceptance of the notes for repayment, unless such date is not a business day,
in which case the date of repayment shall be the next succeeding business day.


 


·                                          Subject to the Trust’s rights to limit the aggregate
principal amount of Notes as to which exercises of the survivor’s
option shall be accepted in any one calendar year, all questions as to the
eligibility or validity of any exercise of the survivor’s option will be
determined by the Indenture Trustee, in its sole discretion, which
determination shall be final and binding on all parties.


 


27

















 


	
  REPAYMENT
  ELECTION FORM

  
	
  (1)

  
	
  Name of Deceased Beneficial Owner

  
	
  (2)

  
	
  Date of Death

  
	
  (3)

  
	
  Date of Purchase

  
	
  (4)

  
	
  Name of Authorized Representative Requesting Repayment

  
	
  (5)

  
	
  Name of Financial Institution Requesting Repayment

  
	
  (6)

  
	
  Signature of Authorized Representative of Financial Institution
  Requesting Repayment

  
	
  (7)

  
	
  Principal Amount of Requested Repayment

  
	
  (8)

  
	
  Date of Election

  
	
   

  
	
  (9)

  	
   

  	
  Financial
  Institution:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Representative
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone
  Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax
  Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mailing
  Address (no P.O. Boxes):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (10)

  	
   

  	
  Wire
  instructions for payment:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABA
  Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Account
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Account
  Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reference
  (optional):

  	
   

  	
   

  	
   

  	
   

  



 


	
  TO BE COMPLETED BY THE
  INDENTURE TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A)Delivery and Payment
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)Principal Amount:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)Accrued Interest:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)Date of Receipt of
  Form by the Indenture Trustee:

  



 


28

















 


INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND


EXERCISING

REPAYMENT OPTION


 


Capitalized terms used and not defined herein
have the meanings defined in the accompanying Repayment Election Form.


 


1.               Collect and retain
for a period of at least three years (1) satisfactory evidence of the
authority of the Authorized Representative, (2) satisfactory evidence of
death of the Deceased Beneficial Owner, (3) satisfactory evidence that the
Deceased Beneficial Owner beneficially owned, at the time of his or her death,
the notes being submitted for repayment, which evidence may be in the form of a
letter from the Authorized Representative, (4) satisfactory evidence that
the notes being submitted for repayment were acquired by the Deceased
Beneficial Owner or the estate of the Deceased Beneficial Owner for a period
beginning at least six months immediately prior to the request, which evidence
may be in the form of a letter from the Authorized Representative and (5) any
necessary tax waivers.  For purposes of
determining whether the notes will be deemed beneficially owned by an
individual at any given time, the following rules shall apply:


 


·                  If a note (or a
portion thereof) is beneficially owned by tenants by the entirety or joint
tenants, the note (or relevant portion thereof) will be regarded as
beneficially owned by a single owner. 
Accordingly, the death of a tenant by the entirety or joint tenant will
be deemed the death of the beneficial owner and the entire principal amount so
owned will become eligible for repayment.


 


·                  The death of a
person beneficially owning a note (or a portion thereof) by tenancy in common
will be deemed the death of the beneficial owner only with respect to the
deceased owner’s interest in the note (or relevant portion thereof) so owned,
unless a husband and wife are the tenants in common, in which case the death of
either will be deemed the death of the beneficial owner and the entire
principal amount so owned will be eligible for repayment.


 


·                  A note (or a
portion thereof) beneficially owned by a trust will be regarded as beneficially
owned by each beneficiary of the trust to the extent of that beneficiary’s
interest in the trust (however, a trust’s beneficiaries collectively cannot be
beneficial owners of more notes than are owned by the trust).  The death of a beneficiary of a trust will be
deemed the death of the beneficial owner of the notes (or relevant portion
thereof) beneficially owned by the trust to the extent of that beneficiary’s interest
in the trust.  The death of an individual
who was a tenant by the entirety or joint tenant in a tenancy which is the
beneficiary of a trust will be deemed the death of the beneficiary of the
trust.  The death of an individual who
was a tenant in common in a tenancy which is the beneficiary of a trust will be
deemed the death of the beneficiary of the trust only with respect to the
deceased holder’s beneficial interest in the note, unless a husband and wife
are the tenants in common, in which case the death of either will be deemed the
death of the beneficiary of the trust.


 


·                  The death of a
person who, during his or her lifetime, was entitled to substantially all of
the beneficial interest in a note (or a portion thereof) will be deemed the
death of the beneficial owner of that note (or relevant portion thereof),
regardless of the 


 


29

















 


registration
of ownership, if such beneficial interest can be established to the
satisfaction of the trustee.  Such
beneficial interest will exist in many cases of street name or nominee
ownership, custodial arrangements, ownership by a trustee, ownership under the
Uniform Transfers of Gifts to Minors Act and community property or other joint
ownership arrangements between spouses. 
Beneficial interest will be evidenced by such factors as the power to
sell or otherwise dispose of a note, the right to receive the proceeds of sale
or disposition and the right to receive interest and principal payments on a
note.


 


2.               Indicate the name
of the Deceased Beneficial Owner on line (1).


 


3.               Indicate the date of
death of the Deceased Beneficial Owner on line (2).


 


4.               Indicate the date
of purchase on line (3).


 


5.               Indicate the name of the
Authorized Representative requesting repayment on line (4).


 


6.               Indicate the name
of the Financial Institution requesting repayment on line (5).


 


7.               Affix the
authorized signature of the Financial Institution’s representative on line
(6).  THE SIGNATURE MUST BE MEDALLION
SIGNATURE GUARANTEED.


 


8.               Indicate the
principal amount of notes to be repaid on line (7).


 


9.               Indicate the date
this Form was completed on line (8).


 


10.         Indicate the name,
mailing address (no P.O. boxes, please), telephone number and
facsimile-transmission number of the Financial Institution.


 


11.         Indicate the wire
instruction for payment on line (10).


 


12.         Leave lines (A), (B),
(C), (D) and (E) blank.


 


13.         Mail or otherwise deliver
an original copy of the completed Form to:


 


	
  By
  Registered Mail:

  	
   

  	
  By
  Courier or Overnight Delivery

  
	
  The
  Bank of New York Mellon

  Trust Company, N.A.

  	
   

  	
  The
  Bank of New York Mellon

  Trust Company, N.A.

  
	
  Survivor
  Option Processing

  	
   

  	
  Survivor
  Option Processing

  
	
  P.O. Box
  2320

  	
   

  	
  2001
  Bryan Street – 10th Floor

  
	
  Dallas,
  Texas 75221-2320

  	
   

  	
  Dallas,
  Texas 75201

  



 


14.         FACSIMILE TRANSMISSIONS
OF THE REPAYMENT ELECTION FORM WILL NOT BE ACCEPTED.


 


15.         For assistance with this Form or
any questions relating thereto, please contact the indenture trustee at: The
Bank of New York Mellon Trust Company, N.A., 2001 Bryan Street – 10th Floor, Dallas, Texas 75201, attention:
Survivor Option Processing, telephone number: 1-800-275-2048.


 


30